Exhibit 10.4.3


 


GUARANTY AGREEMENT


 


This Guaranty Agreement
(the “Agreement”) is made this 18th day of December, 2014 by John Villano, an individual with an address at
59 Northford Road, Branford, Connecticut 06405, Jeffrey Villano, an individual with an address at 129 Catullo Drive, Guilford,
Connecticut 06437,  and JJV, LLC with offices at 23 Laurel Street, Branford, Connecticut 06405 (collectively, the
“Guarantors”), in favor of Bankwell Bank, a Connecticut banking corporation, with an address at 208 Elm
Street, New Canaan, Connecticut 06840 (the “Lender”).


 


Background


 


A.        Sachem
Capital Partners, LLC, a Connecticut limited liability company (the “Borrower”) is indebted to the
Lender in the original principal amount of up to Five Million and 00/100 Dollars ($5,000,000.00) (the “Loan”)
as evidenced by that certain Revolving Note dated of even date herewith from the Borrower to Lender in the original principal amount
of up to $5,000,000.00 (as amended, restated, extended, supplemented or reconstituted from time to time, together with any note
or notes given in substitution or replacement thereof, the “Note”) which is secured by, among other things,
that certain Commercial Revolving Loan and Security Agreement dated of even date herewith from Borrower to Lender (as amended,
restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”) securing
all of the business assets of Borrower as described therein (the “Collateral”).


 


B.        The
Guarantors each own (directly or indirectly) an interest in the Borrower, and each will receive a financial benefit from the
Lender making the Loan to the Borrower.


 


C.        The Lender
has requested that the Guarantors, and the Guarantors have agreed to, unconditionally, jointly and severally, guaranty to the Lender
repayment and performance of all indebtedness, liabilities and obligations of the Borrower to the Lender in connection with the
Loan pursuant to the terms of this Agreement.


 


Agreement


 


In consideration of
the Background which is incorporated by reference, and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, and the representations, covenants and warranties contained herein, the parties, intending to be bound legally,
agree as follows:


 


ARTICLE 1


THE GUARANTY


 


1.01     The
Guaranty. The Guarantors unconditionally and irrevocably, jointly and severally, if more than one, guaranty to the Lender
the full and prompt payment and performance of all liabilities of the Borrower to the Lender pursuant to the Note and all
other documents and agreements evidencing, securing and/or relating to the Loan (collectively, the “Loan
Documents”) As used herein, “liabilities” means any and all liabilities and obligations of the
Borrower to the Lender under the Loan Documents, whether direct or indirect, primary or secondary, absolute or contingent,
due or to become due, now existing or hereafter arising, regardless of how they arise or by what agreement or instrument they
may be evidenced, or whether evidenced by any agreement or instrument, including, without limitation, the Note, and further
including, without limitation, all costs, expenses and reasonable attorneys’ fees and professionals’ fees
incurred in the collection of the liabilities and in any litigation arising from any liability or this Agreement or in
the defense, protection, preservation and enforcement of any rights, liens or remedies against the Borrower or in the
defense, protection, preservation and enforcement of this Agreement. All payments by the Guarantors shall be paid in lawful
money of the United States of America. Each and every payment, obligation or liability guaranteed hereunder shall give rise
to a separate cause of action and separate lawsuits; lawsuit may, but need not be, brought hereunder as each cause of action
arises.


 




     


     


    

 


1.02      Unconditional
Nature of Guaranty.


 


A.       The
obligations of the Guarantors under this Agreement are irrevocable, absolute and unconditional and shall remain in full force
and effect until the liabilities guarantied hereunder shall have been fully and finally paid and performed. The Guarantors
further guaranty that all payments made by the Borrower with respect to any liabilities guarantied will, when made, be final
and agrees that if any such payment is recovered from or repaid by the Lender in whole or in part in any bankruptcy,
insolvency or similar proceeding instituted by or against the Borrower, this Agreement shall continue to be fully applicable
to such liabilities to the same extent as though the payment so recovered or repaid had never been originally made as to such
liabilities. This Agreement shall not be affected, modified or impaired upon the happening from time to time of any event,
including without limitation any of the following, whether or not with notice to, or consent of, the Guarantors:


 


1.         The
compromise, settlement, change or modification, whether material or otherwise, of the liabilities, obligations, covenants or agreements
of the Borrower;


 


2.         The
failure to give notice to the Guarantors of the occurrence of an “Event of Default” (as defined in the Loan Documents)
under the terms and provisions of this Agreement, the Note or the other Loan Documents;


 


3.         The
waiver by the Lender of the payment, performance or observance by any or all the Guarantors or the Borrower of any of their respective
liabilities, obligations, covenants or agreements of any of them contained in the Note, this Agreement or the other Loan Documents;


 


4.         The
extension of time for payment of any principal or interest due and owing under the Note or under this Agreement or of the time
for performance of any other obligation, covenant or agreement arising out of the Note, this Agreement or the other Loan Documents
or the extension or the renewal of any thereof;


 


5.        The
modification or amendment (whether material or otherwise) of any duty, liability, obligation, covenant or agreement set forth in
the Note or the other Loan Documents;


 


6.         The
taking or the failure to take any of the actions referred to in the Note, this Agreement or the other Loan Documents;


 


7.         Any
failure, omission or delay on the part of the Lender to enforce, assert or exercise any right, power or remedy conferred on the
Lender in this Agreement, the Note or the other Loan Documents;


 




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8.        The
full or partial discharge of the Borrower in bankruptcy or similar proceedings or otherwise;


 


9.        The
release or discharge, in whole or in part, or the death, bankruptcy, liquidation or dissolution of any other person or entity other
than the Guarantors who has guaranteed the Borrower’s obligations to the Lender;


 


10.       The
exchange, release or surrender of all or any of the collateral held by the Lender as security for the liabilities; or


 


11.       The
default or failure of the Guarantors, subject to the giving of notice and the expiration of the applicable grace period, fully
to perform any of its obligations set forth in this Agreement.


 


B.        The
Guarantors agree that no act or omission of any kind or at any time on the part of the Lender or its successors and assigns,
with respect to any matter whatsoever shall in any way impair the rights of the Lender to enforce any right, power or benefit
under this Agreement and no set-off, counterclaim, reduction, or diminution of any obligation, or any defense of any kind or
nature which the Guarantors have or may have against the Lender, or any assignee or successor thereof shall be available
hereunder to the Guarantors against the Lender.


 


1.03      Right of
the Lender to Proceed Against the Guarantors.


 


A.       Upon any
failure in the payment or performance of any liability guarantied hereby, the liability of the Guarantors shall be effective
immediately without notice and shall be payable or performable on demand without any suit or action against the Borrower. No
delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right.


 


B.        The Lender,
in its sole discretion, shall have the right to proceed first and directly against the Guarantors under this Agreement,
without proceeding against or exhausting any other remedies which it may have and without resorting to any other security
held by the Lender.


 


C.        This
Agreement is entered into by the Guarantors for the benefit of the Lender and its successors and assigns, all of whom shall
be entitled to enforce performance and observance of this Agreement.


 


1.04      Liquidation
of Collateral. Without in any way limiting the Lender’s right to enforce this Agreement against the Guarantors, the
Guarantors acknowledge that the Lender shall have the right to apply the proceeds of the liquidation of any collateral first
to the obligations outstanding under the Loan.


 




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ARTICLE 2


REPRESENTATIONS AND WARRANTIES


 


2.01      Guarantors’
Representations and Warranties. The Guarantors represent and warrant that:


 


A.        The
Guarantors have received reasonably equivalent value in exchange for his execution of this Agreement. The aggregate fair
value of the assets of the Guarantors are, on the date hereof, and will be after execution of this Agreement, in excess of
the aggregate amount of the liabilities and obligations of the Guarantors (fixed, contingent or otherwise). The Guarantors
anticipate that they will have sufficient net cash flow to pay all of their liabilities and obligations as they become due
after the execution of this Agreement. The Guarantors represent that they do not have unreasonably small capital as a result
of the transaction evidenced by this Agreement.


 


B.         The
Guarantors have the legal capacity to enter into this Agreement.


 


C.         The execution
and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of and compliance
with the terms and conditions of this Agreement is not prevented or limited by and does not conflict with or result in a breach
of the terms, conditions or provisions of any contractual or other restriction on the Guarantors, or agreement or instrument of
any nature to which the Guarantors are now a party or by which the Guarantors or their property are bound, or constitutes a default
under any of the foregoing.


 


D.        This
Agreement constitutes a valid and legally binding obligation of the Guarantors, enforceable in accordance with its terms.


 


E.         There is no
action, suit or proceeding pending, or to the knowledge of the Guarantors threatened, against or materially affecting the
Guarantors or their assets before any court or administrative agency that might adversely affect the ability of the
Guarantors to perform the obligations under this Agreement.


 


F.         All reports,
statements and other data furnished by the Guarantors to the Lender in connection with the Loan are true, correct and complete
in all material respects and do not omit any fact or circumstance which would make the statements contained therein misleading;
present fairly the financial position of the Guarantors as of the date stated therein, and the results of the Guarantors’
operation and changes in financial position for the years then ended and the statements are prepared in conformity with generally
accepted accounting principles consistently applied; and that no material adverse change has occurred in the financial condition
of the Guarantors or their assets since the date of the financial statement.


 


G.          The
Guarantors have filed all required federal, state and local tax returns and have paid all taxes as shown on such returns. No
claims have been assessed and remain unpaid with respect to such taxes.


 


H.         The
Guarantors have not received any notice, order, petition or similar document in connection with or arising out of any
violation or possible violation, of any environmental, health or safety law, regulation or order, and knows of no basis for
any such violation or threat thereof.


 




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2.02      Affirmative
Covenants. So long as this Agreement shall be in full force and effect, the individual Guarantors agree that they will
deliver to the Lender within thirty (30) days of filing copies of the signed federal, state and local tax returns of the
individual Guarantors together with all supporting schedules. The individual Guarantors shall also furnish annually to the
Lender or cause to be furnished, (a) within thirty (30) days after the close of each calendar year during the term of
the Loan, a current financial statement in form and substance required by Lender, and (b) such other financial
information in such detail as the Lender may reasonably require within fifteen (15) days of the Lender’s request for
same. JJV, LLC shall provide Lender with its current federal tax return within sixty (60) days of its fiscal year end; a
quarterly management prepared balance sheet and income statement within thirty (30) days of each fiscal quarter end; and any
other financial information in form and substance Lender may require within fifteen (15) days of such request.


 


ARTICLE 3


NOTICE AND SERVICE OF PROCESS, PLEADINGS
AND OTHER PAPERS


 


3.01      Designation
of Agent for Services of Process. The Guarantors represent, warrant and covenant that they are subject to service of
process in the state of Connecticut and that it will remain so subject so long as any of the liabilities are outstanding.


 


3.02      Consent
to Service of Process. The Guarantors irrevocably (a) agree that any suit, action or other legal proceeding arising
out of this Agreement may be brought in the courts of record of the state of Connecticut or the courts of the United States
located in Connecticut, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, and
(c) waives any objection which the Guarantors may have to the laying of venue of any such suit, action or proceeding in
any of such courts.


 


3.03      Notices.
All notices or other communications required or permitted to be given hereunder shall be considered properly given if sent by
a nationally recognized overnight messenger service or mailed first-class United States mail, postage-prepaid, registered or
certified mail, with return receipt requested, or by delivery of same to the address listed below by prepaid messenger or
telegram, as follows:


 


	 	If to Guarantors:	John Villano	 
	 	 	59 Northford Road	 
	 	 	Branford, Connecticut  06405	 
	 	 	 	 
	 	 	Jeffrey Villano	 
	 	 	129 Catullo Drive	 
	 	 	Guilford, Connecticut  06437	 
	 	 	 	 
	 	 	JJV, LLC 	 
	 	 	23 Laurel Street	 
	 	 	Branford, Connecticut 06405	 
	 	 	 	 
	 	With a copy to:	Parks & Pearson, LLC	 
	 	 	765 East Main Street	 
	 	 	Branford, Connecticut  06405	 
	 	 	Attn:  Philip Parks, Esq.	 
	 	 	 	 
	 	If to Lender to:	Bankwell Bank	 
	 	 	208 Elm Street	 
	 	 	New Canaan, CT 06840	 


 




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	 	With a copy to:	Murtha Cullina LLP	 
	 	 	177 Broad Street	 
	 	 	Stamford, CT  06901	 
	 	 	Attention:  Scott M. Gerard, Esq.	 


 


or such other place as any party hereto
may be notified in writing as a place for service or notice hereunder. Notice so sent shall be effective upon delivery to such
address, whether or not receipt thereof is acknowledged or is refused by the addressee or any person at such address.


 


ARTICLE 4


GENERAL PROVISIONS


 


4.01     Other
Guarantors. The Guarantors acknowledge that other individuals or entities may also guaranty the liabilities of the
Borrower (the “Other Guarantors”) and that they are unconditionally delivering this Agreement to the
Lender. The Guarantors further acknowledge that the failure of any of the Other Guarantors to execute and deliver their
respective guarantees or the discharge of any of the Other Guarantors and their respective guarantied obligations shall not
discharge the liability of the Guarantors.


 


4.02     Final
Expression; Modifications. The Guarantors acknowledge that this writing is a final expression and a complete and
exclusive statement of the terms of this Agreement. No course of prior dealing between the parties, no usage of trade, and no
parol or extrinsic evidence of any nature shall be used to supplement or modify any terms, and there are no conditions to the
full effectiveness of this Agreement.


 


4.03      No
Remedy Exclusive; Effect of Waiver. No remedy conferred herein upon or reserved to the Lender is intended to be exclusive
of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to
exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time
and as often as may be deemed expedient. In order to entitle the Lender to exercise any remedy reserved to it in this
Agreement, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. No
waiver, amendment, release or modification of this Agreement shall be established by conduct, custom or course of dealing,
but solely by an instrument in writing duly executed by the parties thereunto duly authorized by this Agreement. A waiver on
one occasion shall not be a bar to or waiver of any right on any other occasion.


 


4.04      Counterparts.
This Agreement supersedes all prior agreements and understandings, both written and oral, between the parties with respect
to the subject matter hereof and may be executed simultaneously in several counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument.


 


4.05     Severability.
The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections contained in this Agreement
shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part thereof.


 




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4.06      Connecticut
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.


 


4.07     Amendments.
This Agreement and any term, covenant or condition hereof may not be changed, waived, discharged, modified or terminated
except by a writing executed by the parties hereto.


 


4.08     Waivers;
Payment of Costs.


 


A.       The
Guarantors expressly waive demand, presentment, protest, and notice of the acceptance of this Agreement and of any loans
made, extensions granted or other action taken in reliance hereon and all other demands and notices of any description in
connection with this Agreement, the liabilities hereunder or otherwise.


 


B.         The
Guarantors agree to pay all costs and expenses, including reasonable attorneys’ fees and professionals’ fees,
arising out of or with respect to the validity, enforcement or preservation of this Agreement.


 


C.         THE
GUARANTORS ACKNOWLEDGE THAT THE TRANSACTION OF WHICH THIS AGREEMENT IS A PART IS A COMMERCIAL TRANSACTION AND KNOWINGLY AND
VOLUNTARILY WAIVES ALL RIGHTS TO NOTICE AND PRIOR COURT HEARING OR COURT ORDER UNDER CHAPTER 903A OF THE CONNECTICUT
GENERAL STATUTES OR UNDER ANY OTHER STATE OR FEDERAL LAW WITH RESPECT TO ANY AND ALL PREJUDGMENT REMEDIES THE LENDER MAY
DESIRE TO EMPLOY TO ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER. THE GUARANTORS ACKNOWLEDGE THAT THEY MAKE THIS WAIVER
KNOWINGLY, WITHOUT DURESS, VOLUNTARILY AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR
ATTORNEY.


 


D.         THE
GUARANTORS WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING OR ANY MATTER ARISING IN CONNECTION WITH OR IN
ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART AND THE DEFENSE OR THE ENFORCEMENT OF ANY OF THE
LENDER’S RIGHTS AND REMEDIES. THE GUARANTORS ACKNOWLEDGE THAT THEY MAKE THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT
DURESS AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEY.


 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


 


SIGNATURE PAGE FOLLOWS


 




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The Guarantors have executed this Agreement
on the date first above written.


 





	 	 	GUARANTORS:
	Signed,
    sealed and delivered in the presence of (as to all):	 	 
	 /s/
    Philip Parks	 	/s/ John Villano
	 	 	John Villano, individually
	 /s/
    Scott Gerard	 	/s/ Jeffrey Villano
	 	 	Jeffrey Villano, individually 
	 	 	 
	 	 	JJV, LLC,
	 	 	a Connecticut limited liability company
	 	 	 
	 	 	By: 	/s/ Jeffrey Villano
	 	 	Jeffrey Villano
	 	 	Manager
	 	 	 
	 	 	By: 	/s/ John Villano
	 	 	John Villano
	 	 	Manager